Michela A. English
About Michela A. English
Michela A. English (age 75) is an independent director of Gladstone Land Corporation (LAND) and has served on the Board since January 2013. She is a private investor and strategic advisor, with prior senior roles at Discovery Communications (President, Discovery Consumer Products; President, Discovery Enterprises Worldwide; President, Discovery.com), National Geographic Society (SVP; Trustee and Education Foundation Board), Marriott (VP, Corporate Planning & Business Development), and McKinsey (Senior Engagement Manager). She holds a B.A. in International Affairs from Sweet Briar College and a Master of Public & Private Management from Yale School of Management .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Fight for Children (non-profit) | President & CEO | Jun 2006 – Dec 2016 | Led education/health services for underserved youth; Director since Jan 2017 |
| Discovery Communications | President, Discovery Consumer Products; President, Discovery Enterprises Worldwide; President, Discovery.com | Mar 1996 – Mar 2004 | Senior operating leadership across consumer, licensing, and digital |
| National Geographic Society | Senior Vice President; Trustee; Education Foundation Board member | 1991 – 1996 (SVP); Trustee/Ed. Foundation (dates not specified) | Governance and education initiatives |
| Marriott Corporation | VP, Corporate Planning & Business Development | (dates not specified) | Corporate strategy and BD leadership |
| McKinsey & Company | Senior Engagement Manager | (dates not specified) | Strategy consulting leadership |
External Roles
| Organization | Role | Tenure | Committees / Notes |
|---|---|---|---|
| Gladstone Capital Corporation (GLAD) | Director | Since Jun 2002 | Served on GLAD audit committee in last fiscal year |
| Gladstone Investment Corporation (GAIN) | Director | Since Jun 2005 | Served on GAIN audit committee in last fiscal year |
| Gladstone Commercial Corporation (GOOD) | Director | Since Aug 2003 | Served on GOOD audit committee in last fiscal year |
| District of Columbia Public Education Fund | Director | Current | Non-profit governance role |
| Corcoran Gallery of Art | Director | Current | Non-profit governance role |
| Boclips | Director | Current | Private company board |
| VIMS Foundation Board | Director | Current | Non-profit governance role |
| Sweet Briar College | Director | Current | Higher-ed governance role |
| Former: Hershey Trust Co.; Milton Hershey School; ETS; D.C. Preparatory Academy | Director/Trustee (former) | Prior service | Prior public-interest and education governance roles |
Board Governance
- Independence: The Board determined Ms. English is independent under Nasdaq standards; she was also designated an “audit committee financial expert” for the last fiscal year .
- Tenure: Director since January 2013 .
- Attendance/Engagement: Board met 5 times; each then-current member attended at least 75% of Board/committee meetings; independent directors held 4 executive sessions; no directors attended the 2024 annual meeting of stockholders (noted by the company) .
- Lead Independent Director: Walter H. Wilkinson, Jr. .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Member; designated “audit committee financial expert” | 8 |
| Compensation | Alternate member | 4 |
| Ethics, Nominating & Corporate Governance | Alternate member | 4 |
| Valuation | Alternate (all independent directors serve as alternates) | 4 |
| Offering | Alternate (independent directors alternate for Mr. Parker) | (ad hoc) |
Fixed Compensation
| Component | Structure / Amount | Notes |
|---|---|---|
| Annual cash retainer | $25,000 | For independent directors |
| Board meeting fees | $1,000 per meeting | Paid per Board meeting attended |
| Committee meeting fees | $1,000 per meeting (if not same day as Board) | Applies when committee meets on a different day |
| Chair fees | Audit Chair: $7,500; Compensation Chair: $3,000; Valuation Chair: $3,000; Ethics Chair: $1,000 | Role-based stipends |
| Reimbursements | Reasonable out-of-pocket expenses | Travel and meeting-related |
| Director | 2024 Cash Fees ($) |
|---|---|
| Michela A. English | 37,000 |
Performance Compensation
- No equity or performance-linked compensation is provided to directors; the company has no employee equity plans and does not grant stock-based awards to directors. As an externally managed REIT, there is no Say-On-Pay requirement disclosed .
| Performance-linked Element | Status |
|---|---|
| Stock awards (RSUs/PSUs), options, performance metrics | None disclosed for directors |
Other Directorships & Interlocks
| Entity | Type | Role / Committee | Interlock / Notes |
|---|---|---|---|
| Gladstone Capital (GLAD) | Public | Director; served on audit committee | Simultaneous audit committee service across Gladstone entities; Board states this does not impair independence/effectiveness |
| Gladstone Investment (GAIN) | Public | Director; served on audit committee | Same as above |
| Gladstone Commercial (GOOD) | Public | Director; served on audit committee | Same as above |
Board statement: The Board affirmatively determined that simultaneous audit committee service across Gladstone entities does not impair the respective directors’ ability to serve effectively and independently .
Expertise & Qualifications
- Audit/financial oversight: Designated audit committee financial expert; financially literate under Nasdaq rules .
- Senior operating leadership: >20 years in corporate and non-profit senior management (Discovery; National Geographic; Marriott) .
- Governance breadth: Service on multiple public-company boards within the Gladstone family; extensive non-profit and education governance experience .
- Education: B.A., Sweet Briar College; Master of Public & Private Management, Yale SOM .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (common shares) | 845 shares; <1% of outstanding |
| Shares pledged as collateral | 845 shares (pledged in margin account) |
| Shares outstanding (record date) | 36,184,658 (as of Mar 14, 2025) |
| Options/derivatives | Not disclosed; Insider Trading Policy prohibits shorts and trading in derivatives on Fund securities |
Governance Assessment
-
Strengths
- Independent director with deep operating experience; designated audit committee financial expert, supporting robust financial oversight .
- Active committee engagement (Audit member; alternate on Compensation/Ethics/Valuation/Offering), providing coverage across risk, pay, and governance processes .
- Independent directors held regular executive sessions (4 in 2024), indicating non-management oversight .
-
Potential Conflicts / Related-Party Exposure
- LAND is externally managed by affiliates controlled by David Gladstone; the Board (including English as alternate on Compensation) reviews advisory and administration fees annually; Board discloses Dealer-Manager arrangements with affiliate Gladstone Securities (paid ~$41k in 2024), and related-party policy/indemnification framework .
- English serves on audit committees across GLAD/GAIN/GOOD; Board states this does not impair independence, but investors often scrutinize interlocks within externally managed structures for potential alignment risks .
-
Engagement / Red Flags
- Pledged shares: All 845 of English’s reported shares are pledged as collateral in a margin account, which is a potential alignment/forced-sale risk in market stress (RED FLAG) .
- Low ownership: Holdings are de minimis relative to shares outstanding (<1%); company has not disclosed director ownership guidelines (alignment consideration) .
- None of the directors attended the 2024 annual stockholders’ meeting, which some investors view as an engagement negative (RED FLAG) .
-
Compensation Structure Signals
- Director pay is modest and cash-based, with meeting and chair fees; no equity grants to directors, aligning less with shareholder returns but typical for externally managed REITs .
- No Say-On-Pay due to external management; pay/fees to Adviser and Administrator are reviewed by the Compensation Committee (with English as alternate), central to evaluating cost-to-shareholders and performance .